Chapter One

AN: I do not own Fairy Tail. Credit goes to artists, authors, and such for any other piece used or mentioned. Rated M for a reason. Citrus, language and adult themes!

Now I just wanted to give you an idea of what inspired the story. I was listening to my playlist and a couple of the songs created an image of Levy and Gajeel within my head. That image became more refined while I was watching a scene in my favorite movie and then became a story thanks to a dream I had last night. So to help you see it the way I did I'm gonna tell you which songs and what the movie scene was that helped create this story.

Playlist:

Falling in Love (Matt White)

Belle (Disney's Beauty and the Beast 1991)

Truly, Madly, Deeply (Savage Garden)

Happy (Never Shout Never)

I'm a Believer (Smash Mouth)

I Would Walk 500 Miles (The Proclaimers)

What's Your Name (Lynard Skynard)

Hearts Burst into Fire (Bullet for my Valentine)

Waking the Demon (Bullet for me Valentine)

What if I was Nothing (All That Remains)

Not Strong Enough (Apocalyptica)

Smile (Sixx A.M.)

Only Happy When it Rains (Garbage)

The scene is from the movie Practical Magic staring Sandra Bullock and Nicole Kidman. Its the scene where Gillian (Kidman) is in the car singing as she drives day and night to visit her sister, Sally (Bullock). I can just see Levy with her hair pulled back in a scarf-like headband, sunglasses perched on her nose, and rings on her fingers as she taps them on the steering wheel to the beat, singing as she drives.

-0o0o0-

The rain poured down like a waterfall that day, creating a river in the ditch beside the sidewalk the angry, raven haired man stood upon. The gray sky did little to lighten the man's mood as he checked his watch for the ninth time, anger filling his crimson eyes as he stood soaked to the core of his being in rain. Cars passed by, people dashed past hidden under newspapers, umbrellas, and raincoats, yet more soggy, angry people loomed over the sidewalks matching him in seriousness and rage. His companions were late. Hours late.

The rain danced in puddles dyed reds and oranges in the dying light of the sun as the clouds broke apart. The man stood in the same place as before, checking his watch yet again. Black leather jacket, black jeans, and even the oil stained black bandanna that held his hair back was soaked and soggy. His hair lay in tangles down his back. Sunglasses, now useless in the late afternoon glow, sat perfectly perched upon the crown of his skull as the dying sunlight bounced off the silver piercings that lined his eyebrows, nose, and formed a line from his lips to his chin. He had spent all day waiting for his people to make an appearance. Anger filled his being at the thought of being ditched.

Juvia, a blue haired basket case of a woman, and Laxus, a tall blonde man as sharp and viscous as the shock of a lightning bolt, were to meet him at the corner of Eve and Wellington across the street from Fairy Tail, a popular underground concert lounge in a warehouse owned by Laxus's family. Juvia had been with Gajeel throughout their high school years even when they jumped from Phantom High to Fairy Academy their sophomore year. It was at the new school that they met Laxus. The blonde heartthrob with a lightning bolt scar across one of his eyes bumped into Gajeel, starting a fight and earning them both a week of detention. Later, as they sat in detention together, a friendship was formed . Now the trio were supposed to catch the latest band at the warehouse, but his friends were no where to be found.

Suddenly, a splash of water hit his body chilling the skin and soaking him even more. His anger rose to its peek as he rounded on the small, dripping wet girl next to him. Dressed in a long orange gypsy skirt topped with a black belt and a matching tube top over a black bikini top, the small woman was smiling sweetly as she danced in the rain to the music her headphones were blaring. Around her neck lay a back choker with a small crystal dangling just above the hollow of her throat, a silver chain with a small dragon attached lay nested against her small but oddly attractive breasts. Large silver rings dangled from her ears and a soft black scarf was wrapped around her head keeping her blue locks from her big brown eyes. Her fingers were adorned with rings and a black leather purse lay draped over her shoulder to rest upon her hip. Gajeel stared at the sudden burst of color beside him. The girl was dancing in the rain and was apparently oblivious to the man she'd just sent ditch water all over. Gajeel felt his fist grip the girl's shoulder. Slowly the girl turned her head to him and pulled her headphones out.

"Hello," her voice was soft and sweet. "Oh my, did I splash you? I'm so sorry. I get really into my music and forget to pay attention to those around me. Um, I'd offer to pay to get your clothes cleaned to make up for it, but, well, I spent the last of my money on food today for my little sister."

"Maybe if ya paid attention to where ya goin' this shit wounldn't happen, Shrimp," Gajeel snapped.

"Oh. I really am sorry. Is there anything I can do to make it up to you?" The girl smiled at him, making him look away. Glancing down, Gajeel noticed two tiny feet soaking in icy rain water.

"Oi, why are ya barefoot, Shrimp? Ain't ya got any shoes?" He heard himself ask.

"Um, actually, no I don't. See, my sister and I only own one pair of shoes and since she's only twelve I figured she should have them. Its fine though. I'll buy a pair once I earn enough money to feed us and get some." She said it as if she were commenting on the weather instead of telling a stranger she was so bad off she couldn't even afford to eat.

"How old are ya, Shorty?"

"Sixteen, why?" She looked up at him confused by the question.

"Where are yer parents?" He asked. What kind of parents allow a sixteen year old girl to go shoeless and why aren't they paying for her to eat?

"Dead." she replied as if he'd asked her for the time! Didn't it bother her that she's an orphan?

"Who do you live with then?" A new voice had joined the conversation causing Gajeel to look behind him.

Juvia and Laxus had finally shown up. Juvia's blue hair curled perfectly under her favorite hat and her blue dress trimmed in white fluttered gently in the breeze. Laxus had his jacket hung over his shoulders as his crossed arms showed off his scars and muscles. His black tank top and black pants gave his tanned skin a nice glow in an odd way as they stood out against the fabric. Neither of the duo were wet, implying they had stayed in to wait out the storm before showing up. As much as that pissed off the man who'd stood waiting for them all day in the pouring rain, Gajeel was more interested in the tiny girl than in a trivial fight with his friends.

"No one. It's just Wendy and I. We get by fine though. I keep her clothed, fed and in school. We have to move a lot so the system doesn't realize we're orphans and call the authorities on us. I don't want them to split us up or risk Wendy having to encounter an abusive foster parent in the system." The girl's answer shocked them all.

"What's your name?" Juvia's voice flowed like water as she spoke to the girl.

"Oh how rude of me! I'm sorry. My name's Levy." There was that smile again.

Laxus seemed to search around the surrounding area before asking, "Levy, where is your sister right now?"

Levy looked up at him and grinned brighter before she answered, "She's spending the night with her friend tonight. Chelia has really been a blessing for Wendy. Lets her come over and eat, sleep in a bed, helps with her homework. I'm happy they met. Isn't it beautiful how people work? Some are just so sweet to help others in a hard situation. I miss that sometimes."

A look in her eyes told them she wasn't exactly a social butterfly. Looking her over again, the trio exchanged looks. Laxus's grandfather was known for taking in orphans so it wasn't the first time they'd encountered a broken soul with no one to love them, but the odd girl before them showed no sign of grieving. She looked like she was perfectly happy with her life. Her eyes shone bright with adventure, smile wide with joy. Her voice was light and full of hope. She seemed to be a carefree soul. It didn't match what the group knew to be the normal for orphans.

"Juvia wants to know if Miss Levy would like to stay with her for the night. Juvia has a spare bedroom and her father wouldn't care." Juvia spoke again to the girl.

A brighter smile could not be found in all the world. Levy's reply however sent a sharp pain through Gajeel's heart and anger filled him. "Oh, no! Thank you so much for the offer, honey, but if I do then someone might steal what little Wendy and I have from the tunnel under the bridge. I can't let that happen. Sorry."

"Ya fucking live in a hole under a bridge? What the fuck ya do when it storms like this? That damn hole is probably underwater right now!" Gajeel snapped at the strange girl.

"Oh yea, I forgot it rained. Well, for nights like this, I fill a box with our stuff and hide it behind a machine in the laundry mat down the road. I sleep on a bench under a patio umbrella behind an abandoned restaurant on the outskirts of town. The cops never drive out that way." Her voice still light told him she'd been doing this a while.

"How long 'ave ya been an orphan?" He asked, glaring at the girl.

"I guess about seven or eight years."

-o0o0o0o0o0o-

A few hours had passed since Juvia and the boys had parted ways with the strange orphan. It was just passed ten and Gajeel seemed worlds away. Laxus kept looking back toward the corner where the small girl had disappeared from view. Juvia knew both her big, surly friends were worried about Levy. The girl was probably asleep on the bench across town, her only worldly possessions in a box in some laundry mat.

"Gajeel?" Juvia called her friend back into his body.

"What do ya want now ya bloody rain woman?" The man snapped, raising a pierced eyebrow.

"Juvia thinks we should go get Miss Levy. It's starting to rain again and Juvia doesn't want the girl left out in the storm to catch a cold."

At Juvia's words Laxus turned to look at his friends. Gajeel looked up thoughtfully. The knew where the girl was and where she had stuffed her things. There was plenty of room both at Juvia's house and at Gajeel's apartment for both the orphans and Laxus's grandpa had a mansion full of rooms for homeless children. She wouldn't have to stay in the streets anymore. Her little sister wouldn't have to be homeless, hungry and moved from school to school so no one found out she was an homeless orphan.

"Lets go," Laxus said standing up.

-o0o0o0o0o0o-

Levy tossed in her sleep, trying to keep warm as her dreams took her back to the night her parents left. Abandoned and alone with a toddler of a sister and no one to care for them, the small child had turned to a life of stealing food, garbage rummaging, and lying until she was old enough to earn money without raising suspicions. Knowing her parents left and never came back, never gave a crap about their daughters too young to survive alone made, Levy a bitter person until one day when Wendy asked about them. Deciding the girl should think them dead rather then know they hadn't wanted them, Levy lied and told her Marcus and Linda had died in a car accident. It made things easier to think of them dead so Levy just continued to tell the lie. Even when asked by a group of strangers on a corner, standing in a puddle of rain water. She slept on in the cold wind, nightmares filling her mind, heart light from her encounter earlier, unaware of the three approaching strangers.

It wasn't hard to find the small teenager, curled up under the ratty patio umbrella. Still in her soaked skirt and top, she was asleep on a twisted iron bench, exposed to the elements. No pillow or blanket to comfort her as she slept, her skin was icy and her lips turning blue. Wrapped in her arms were a book and a flashlight. Cuts covered her feet from walking barefoot for so long and her hair was starting to tie itself in knots. The building behind her was covered in gang signs spray painted to mark territory. Glass lay shattered across the ground and there was trash everywhere. Long forgotten crack pipes and hitters tossed away by druggies in an attempt to hide from cops lay abandoned near the decaying restaurant.

Gajeel knew it wasn't going to be a pretty sight. This was Phantom territory, the people around this side of town were criminals and druggies. Having been raised by honest parents in a neighborhood full of deceit, Juvia and Gajeel knew the dangers that lurked in the shadows of their past. Phantom High was known for its dark and cruel students about as much as this area of town was known for its bad habits. Knowing a sleeping teenage girl was alone in this part of town had worried Juvia for a reason. Deciding it best to get the girl and get out of there, Gajeel slid his arms under her small frame.

He knew she'd be light, but nothing could have prepared him for this. She weighed next to nothing. He could FEEL her bones through her clothes. How long had she gone without eating? How much did she weigh? How long could she keep going like this before her body gave up? Anger built inside him the longer her held her. Turning, Gajeel followed his friends as the left to retrieve her belongings from the laundry mat, Levy in one arm and an umbrella in the other to shield the sleeping girl from the rain.

The trio walked in silence for a block or two before exiting Phantom's territory. Laxus lead the way to the building hidden beside the library on fifth street. Juvia followed behind Gajeel like a shadow, breaking the silence with a gentle sigh of relief.

"Juvia, make sure to stick near me so I know yer safe," Gajeel growled. It wasn't safe for any girl to be out in these streets alone. There were growing reports in town of young women being raped and beaten. He'd be damned if he let either girl get hurt in his presence.

"Juvia knows. Juvia was a Phantom brat too Gajeel," Laxus laughed. "do either of you think its odd that the girl would choose an area known for its dangerous inhabitants to fall asleep so exposed and open?"

"Ya think I haven't thought of that? Wonder what the hell she was thinkin' sleeping there." Gajeel grunted in response.

"Did you ever think maybe she sleeps there because someone was watching out for her?" An unknown voice spoke from behind them, "I believe you have my friend there."

Turning around to face the voice, Gajeel found himself trapped in a staring match with another set of crimson eyes. The new comer was a man a year younger then him with a decent build and hair as black as the sky above them. He wore a white tee shirt over a pair of ripped up blue jeans. Bandages covered his forehead, hid his cheek, and reached across his nose, partially hidden by his shaggy hair. More bandages wove their way up his arms and peeked out from under his clothes. A small gray kitten in a pink frog outfit sat by his feet. The boy looked barely able to stand, let alone fight.

"Rogue!"

A new face came around the corner. White-blonde hair shooting in all sorts of directions and a goofy look in the eyes made the new comer look like he just woke up. Dressed in a navy tee and a pair of jeans, this boy looked like he was in much better shape. A brown kitten clung to his shoulder as he came to a stop. "You can't keep taking off like that, bro. You know the doc told you to rest, right? Fuck you'd think getting creamed by a semi would keep you off your damn fe- why is he holding Levy?"

"Rogue? As in Rogue Cheney? Sabertooth Sophomore who got slammed by a semi a few days ago while on his harley Rogue?" Laxus asked randomly.

Sabertooth was another school in the area. It usually fought for dominance of the streets with Phantom, but was known for it's students' do or die attitudes. It was tied for first with Fairy Academy for top in the nation for grades and destruction caused by its students. Rowdy and loud, both the Fairies and Sabers were known for getting in brawls that destroyed many buildings in town as well as for their loyalty to both their schoolmates and their town. Most students would spend untold hours cleaning up the mess left by their friends, helping out the businesses in the area, and volunteering in many charities and shelters. Graduates from both schools were highly sought out by colleges and big shot businesses.

"How do you know me?" Rogue asked.

"Gramps paid for your operations. The old man may be a billionaire, but I'll be damned if he doesn't go broke caring for the brats in this town." Laxus sighed.

"Dude, I think that's Laxus Dreyer. Makarov's grandson." The blonde said, "But that doesn't answer why his pal has Levy."

"Juvia is sorry if this looks bad to you, but I can assure you, Juvia was merely worried about Miss Levy and her living arrangement," Juvia voiced. "My friends here, Gajeel and Laxus, were kind enough to help Juvia move the sleeping girl to Juvia's spare bedroom for the night as it is storming."

"So you're telling me, Fairy's scariest trio, Laxus Dreyer, Juvia Lockser, and Gajeel Redfox, actually give a fuck what happens to an orphaned gypsy and her sick little sister?" The blonde asked.

"Sick?" Gajeel asked, surprised. "Sick how?"

"Wendy has leukemia. She's slowly dying" Rogue said softly. "I know cause I was the one who paid for her to see a doctor."

"Fucking hell!" Gajeel growled. "Ya mean to tell me Shrimp's gonna lose the only family she has left soon?"

"Yea," Rogue sighed.